provided, that if the Aircraft is partially damaged while it is in the operational control of Lessor, its affiliates or agents, Lessee shall only be
responsible for the repair of the Aircraft to the extent that insurance or warranty proceeds are available for such repair. Upon the damage being repaired and the Aircraft being in the same condition as before the damage, Lessor shall so long as no
Event of Default is continuing, reimburse Lessee to the extent, but not in excess of, the proceeds of insurance covering such damage received by Lessor, this payment to be contingent upon Lessee furnishing to Lessor the necessary information and
documents required for the recovery of the said insurance proceeds. Payment of this amount is further contingent upon the approval by Lessor of the repairs made by Lessee including the cost thereof and the Aircraft having been returned, as nearly as
possible, in the same condition as before said damage occurred assuming it was in the condition required hereby. Except when the Aircraft is in the operational control of Lessor, it affiliates or agents, any and all risk of loss or damage shall be
borne by Lessee. During any such period encompassed by repairs, all lease payments shall be made in full without offset or abatement. 

 In
the event that the Aircraft shall suffer a Total Loss, Lessee shall pay the Insured Value (as set forth in Section 8(c)) to Lessor upon the earlier to occur of the date on which insurance proceeds with respect thereto are received by either
Lessor or Lessee and the date that is 120 days following such Total Loss; provided, that if the Aircraft shall suffer a Total Loss while it is in the operational control of Lessor, its affiliates or agents, Lessee shall only be responsible for the
payment of Insured Value to the extent that insurance proceeds are available for such payment. 

 12. **STATEMENTS AND
REPRESENTATIONS:**